05/15/2026 | Press release | Distributed by Public on 05/15/2026 15:13
As filed with the Securities and Exchange Commission on May 15, 2026
Registration No. 333-191094
Registration No. 333-238709
Registration No. 333-287981
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENTS NO. 1
TO
FORM S-8
REGISTRATION STATEMENTS
UNDER THE SECURITIES ACT OF 1933
OFFICE PROPERTIES INCOME TRUST
(Exact name of registrant as specified in its charter)
|
Maryland (State or other jurisdiction of incorporation or organization) |
26-4273474 (I.R.S. Employer Identification Number) |
|
Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts (Address of Principal Executive Offices) |
02458-1634 (Zip Code) |
Second Amended and Restated Office Properties Income Trust
2009 Incentive Share Award Plan
(Full title of the plan)
Brian E. Donley
Chief Financial Officer and Treasurer
Office Properties Income Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458-1634
(Name and address of agent for service)
(617) 219-1440
(Telephone number, including area code, of agent for service)
Copy to:
Howard E. Berkenblit
Shu Wei
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 338-2800
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ |
| Non-accelerated filer x | Smaller reporting company x |
| Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
DEREGISTRATION OF UNSOLD SECURITIES
Office Properties Income Trust, a Maryland real estate investment trust, or the Registrant, is filing these Post-Effective Amendments, or these Post-Effective Amendments, to the following Registration Statements on Form S-8, or each a Registration Statement and together, the Registration Statements, which have been previously filed by the Registrant with the Securities and Exchange Commission, or the SEC, to deregister any and all securities registered but unsold or otherwise unissued as of the date hereof under the Registration Statements:
| 1. | Registration Statement No. 333-191094 on Form S-8 filed with the SEC on September 11, 2013, registering 1,845,686 common shares of beneficial interest, par value $.01 per share ("Common Shares"), of the Registrant available for award under the Government Properties Income Trust 2009 Incentive Share Award Plan; |
| 2. | Registration Statement No. 333-238709 on Form S-8 filed with the SEC on May 27, 2020, registering 1,000,000 Common Shares available for award under the Amended and Restated Office Properties Income Trust 2009 Incentive Share Award Plan; and |
| 3. | Registration Statement No. 333-287981 on Form S-8 filed with the SEC on June 12, 2025, registering 2,000,000 Common Shares available for award under the Second Amended and Restated Office Properties Income Trust 2009 Incentive Share Award Plan. |
On October 30, 2025, the Registrant and certain of its subsidiaries each commenced a voluntary case, or, collectively, the Chapter 11 Cases, under chapter 11 of title 11 of the United States Code with the United States Bankruptcy Court for the Southern District of Texas.
In connection with the Chapter 11 Cases, the Registrant has terminated any and all offerings and sales of securities pursuant to each Registration Statement. In accordance with the undertaking made by the Registrant in each Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that have been registered for issuance and remain unsold at the termination of such offering, the Registrant hereby removes from registration any and all of such securities registered under such Registration Statement but unsold or unissued as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities, and the Registrant hereby terminates the effectiveness of each Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts, on May 15, 2026.
| OFFICE PROPERTIES INCOME TRUST | ||
| By: | /s/ Brian E. Donley | |
| Brian E. Donley | ||
| Chief Financial Officer and Treasurer | ||
Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments No. 1 to Registration Statements on Form S-8 have been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Yael Duffy | Managing Trustee; President and Chief Executive Officer (principal chief executive officer) | May 15, 2026 | ||
| Yael Duffy | ||||
| /s/ Brian E. Donley | Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer) | May 15, 2026 | ||
| Brian E. Donley | ||||
| /s/ Donna D. Fraiche | Independent Trustee | May 15, 2026 | ||
| Donna D. Fraiche | ||||
| /s/ Barbara D. Gilmore | Independent Trustee | May 15, 2026 | ||
| Barbara D. Gilmore | ||||
| /s/ William A. Lamkin | Independent Trustee | May 15, 2026 | ||
| William A. Lamkin | ||||
| /s/ Elena Poptodorova | Independent Trustee | May 15, 2026 | ||
| Elena Poptodorova | ||||
| /s/ Timothy R. Pohl | Independent Trustee | May 15, 2026 | ||
| Timothy R. Pohl | ||||
| /s/ Adam D. Portnoy | Managing Trustee | May 15, 2026 | ||
| Adam D. Portnoy | ||||
| /s/ Jeffrey P. Somers | Independent Trustee | May 15, 2026 | ||
| Jeffrey P. Somers | ||||
| /s/ Mark A. Talley | Independent Trustee | May 15, 2026 | ||
| Mark A. Talley |